dated as of
July 26, 2001
SCANSOURCE, INC., a South Carolina corporation,
The Initial Guarantors Listed Herein,
The Banks Listed Herein
BRANCH BANKING AND TRUST COMPANY OF SOUTH CAROLINA,
AGREEMENT dated as of July 26, 2001 among SCANSOURCE, INC., 4100 QUEST, LLC,
CHANNELMAX, INC., the BANKS listed on the signature pages hereof and BRANCH BANKING AND
TRUST COMPANY OF SOUTH CAROLINA, as Agent.
The parties hereto agree as follows:
SECTION 1.01. Definitions. The terms as defined in this Section 1.01 shall, for all purposes of this Agreement
and any amendment hereto (except as otherwise expressly provided or unless the context otherwise requires),
have the meanings set forth herein:
"Account Debtor" shall mean the person who is obligated on any of the Accounts Receivable Collateral or
otherwise is obligated as a purchaser or lessee of any of the Inventory Collateral.
"Accounts Receivable Collateral" shall mean all obligations of every kind at any time owing to the Borrower or
any Guarantor howsoever evidenced or incurred, including, without limitation, all accounts, instruments, contract
rights, chattel paper (whether tangible or electronic) and general intangibles, all returned or repossessed goods
and all books, records, computer tapes, programs and ledger books arising therefrom or relating thereto, whether
now owned or hereafter acquired or arising and all proceeds of the foregoing.
"ACL Agreement" means any credit line sweep services agreement now or hereafter entered into between the
Agent and Borrower and all amendments and modifications thereto.
"Acquisition" means the acquisition of (i) a controlling equity interest in another Person (including the purchase of
an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it
becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exer